Rebus (RBSH) 10-Q 14 Jun 19 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	May 15, 2019
Document And Entity Information
Entity Registrant Name	Inspyr Therapeutics, Inc.
Entity Central Index Key	0001421204
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity's Reporting Status Current	Yes
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		150,000,000
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2018

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash	$ 3	$ 10
Restricted cash	346
Prepaid expenses		5
Total current assets	349	15
Office and lab equipment, net of accumulated depreciation of $4 and $2, respectively	3	4
Intangible assets, net of accumulated amortization of $175 and $162, respectively	37	50
Total assets	389	69
Current liabilities:
Accounts payable	1,977	1,968
Accrued expenses	1,774	1,539
Convertible debentures, net of unamortized discount of $386 and $227, respectively	2,707	2,476
Derivative liability	4,724	2,934
Total current liabilities	11,182	8,917
Total liabilities	11,182	8,917
Commitments and contingencies (Note 7)
Stockholders' deficit:
Convertible preferred stock, par value $.0001 per share; 30,000,000 shares authorized, 495 and 495 shares issued and outstanding, respectively
Common stock, par value $.0001 per share; 150,000,000 shares authorized, 21,388,929 and 10,888,929 shares issued and outstanding, respectively	2	1
Additional paid-in capital	51,148	50,885
Accumulated deficit	(61,943)	(59,734)
Total stockholders' deficit	(10,793)	(8,848)
Total liabilities and stockholders' deficit	$ 389	$ 69

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Office and lab equipment, accumulated depreciation	$ 4	$ 2
Intangible assets, accumulated amortization	175	162
Net of unamortized discount of, convertible debentures	$ 386	$ 227
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, shares authorized	30,000,000	30,000,000
Convertible preferred stock, shares issued	495	495
Convertible preferred stock, shares outstanding	495	495
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	21,388,929	10,888,929
Common stock, shares outstanding	21,388,929	10,888,929

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF LOSSES (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Operating expenses:
Research and development	$ 11	$ 384	$ 197	$ 1,349
General and administrative	94	474	331	1,255
Total operating expenses	105	858	528	2,604
Loss from operations	(105)	(858)	(528)	(2,604)
Other income (expense):
(Loss) gain on change in fair value of derivative liability	(2,329)	201	(1,346)	201
Gain on conversion of debt	21	39	83	39
Interest (expense), net	(258)	(5,154)	(418)	(5,154)
Loss before provision for income taxes	(2,671)	(5,772)	(2,209)	(7,518)
Provision for income taxes
Net loss	(2,671)	(5,772)	(2,209)	(7,518)
Deemed dividend		(435)	(110)	(1,703)
Net loss attributable to common shareholders	$ (2,671)	$ (6,207)	$ (2,319)	$ (9,221)
Net loss per common share, basic and diluted	$ (0.15)	$ (0.96)	$ (0.15)	$ (2.9)
Weighted average shares outstanding	18,163,331	6,440,802	15,180,156	3,183,289

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) $ in Thousands	Convertible Preferred Stock Shares	Common Stock Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at beginning at Dec. 31, 2016			$ 47,746	$ (48,634)	$ (888)
Balance at beginning (in shares) at Dec. 31, 2016	2,828	1,398,832
Stock-based compensation			174		174
Conversion of preferred stock to common stock
Conversion of preferred stock to common stock (in shares)	(118)	223,585
Preferred stock exchanged for convertible notes payable
Preferred stock exchanged for convertible notes payable (in shares)	(2,505)
Conversion of notes			44		44
Conversion of notes (in shares)		331,000
Common stock issued for acquisition		$ 1	2,492		2,493
Common stock issued for acquisition (in shares)		7,122,172
Sale of preferred stock and warrants			285		285
Sale of preferred stock and warrants (in shares)	285
Preferred stock and warrants issued for services			5		5
Preferred stock and warrants issued for services (in shares)	5
Net loss				(7,518)	(7,518)
Balance at ending at Sep. 30, 2017		$ 1	50,746	(56,152)	(5,405)
Balance at ending (in shares) at Sep. 30, 2017	495	9,075,589
Balance at beginning at Dec. 31, 2017		$ 1	50,885	(59,734)	(8,848)
Balance at beginning (in shares) at Dec. 31, 2017	495	10,888,929
Stock-based compensation			90		90
Conversion of debentures		$ 1	173		174
Conversion of debentures (in shares)		10,500,000
Net loss				(2,209)	(2,209)
Balance at ending at Sep. 30, 2018		$ 2	$ 51,148	$ (61,943)	$ (10,793)
Balance at ending (in shares) at Sep. 30, 2018	495	21,388,929

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) (Parenthetical)	Sep. 30, 2017$ / shares
Statement of Stockholders' Equity [Abstract]
Share price (in dollars per share)	$ 1

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net loss	$ (2,209)	$ (7,518)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	14	23
Stock-based compensation	90	179
Loss (gain) on change in fair value of derivative liability	1,346	(201)
Gain on conversion of debt	(83)	(39)
Amortization of debt discount	355	13
Finance cost	63	5,138
Decrease in operating assets:
Prepaid expenses	4	100
Increase in operating liabilities:
Accounts payable and accrued expenses	259	1,221
Cash used in operating activities	(161)	(1,084)
Cash flows from investing activities:
Cash from acquisition		23
Acquisition of office equipment		(3)
Cash provided by investing activities		20
Cash flows from financing activities:
Proceeds from convertible notes	500	250
Proceeds from sale of stock and warrants		285
Cash provided by financing activities	500	535
Net increase (decrease) in cash and restricted cash	339	(529)
Cash and restricted cash, beginning of period	10	547
Cash and restricted cash, end of period	$ 349	$ 18

BACKGROUND

BACKGROUND	9 Months Ended
	Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BACKGROUND	NOTE 1 – BACKGROUND Inspyr Therapeutics, Inc. ("we", "us", "our company", "our", "Inspyr" or the "Company") was formed under the laws of the State of Delaware in November 2003, and has its principal office in Westlake Village, California. We are an early-stage, pre-revenue, pharmaceutical company focused on the discovery and development of prodrug cancer therapeutics for the treatment of solid tumors, including brain, liver, prostate and other cancers. We plan to develop a series of therapies based on our target-activated prodrug technology platform. We are a clinical-stage, pre-revenue, pharmaceutical company primarily focused on the development of therapeutics for the treatment of diseases. Through our acquisition of Lewis and Clark Pharmaceuticals, Inc., we currently are focusing on a pipeline of small molecule adenosine receptor modulators. The adenosine receptor modulators include A 2B 2A 2B 2A During February 2018, due to a lack of capital, we curtailed our business operations. In the event that we are able to raise sufficient capital, our major focus would be to: (i) further characterization, in conjunction with Ridgeway Therapeutics, of anti-cancer activity of the current pipeline of A 2B 2A 2B 2A 2B 2A 2B 2A Our ability to execute our business plan is dependent on the amount and timing of cash, if any, that we are able to raise. During February of 2018, we curtailed our operations due to our lack of cash. During July 2018, we were able to raise approximately $500,000 through the sale of debt securities and we raised $25,000 in December 2018 through the sale of notes. We are currently using such funds to attempt to become current in our SEC reporting requirements, pay outstanding invoices to our independent registered accounting firm, and other outstanding obligations, the payment of which we believe to be vital to our future operations. Should we fail to further raise sufficient funds to execute our business plan, our priority would be to maintain our intellectual property portfolio and continue, to the best of our ability, our public company reporting requirements.

MANAGEMENT'S PLANS TO CONTINUE

MANAGEMENT'S PLANS TO CONTINUE AS A GOING CONCERN	9 Months Ended
	Sep. 30, 2018
Management Plans to Continue as Going Concern [Abstract]
MANAGEMENT'S PLANS TO CONTINUE AS A GOING CONCERN	NOTE 2 – MANAGEMENT'S PLANS TO CONTINUE AS A GOING CONCERN Basis of Presentation The opinion of our independent registered accounting firm on our financial statements contains explanatory going concern language. We have prepared our financial statements on the basis that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We have incurred losses since inception and have an accumulated deficit of $62 million as of September 30, 2018. We anticipate incurring additional losses for the foreseeable future until such time, if ever, that we can generate significant sales from our therapeutic product candidates which are currently in development or we enter into cash flow positive business development transactions. To date, we have generated no sales or revenues, have incurred significant losses and expect to incur significant additional losses as we advance mipsagargin through clinical studies. Consequently, our operations are subject to all the risks inherent in the establishment of a pre-revenue business enterprise as well as those risks associated with a company engaged in the research and development of pharmaceutical compounds. Our cash and cash equivalents and restricted cash balances at September 30, 2018 was approximately $349,000, representing 89.7% of our total assets. Based on our current expected level of operating expenditures, we expect to be able to fund our operations into the third quarter of 2019. We curtailed operations in February 2018. We will require additional cash to fund and continue our operations beyond that point. This period could be shortened if there are any unanticipated increases in planned spending on development programs or other unforeseen events. We anticipate raising additional funds through collaborative arrangements, licensing agreements, public or private sales of debt or equity securities, or some combination thereof. There is no assurance that any such arrangement will be entered into or that financing will be available when needed in order to allow us to continue our operations, or if available, on terms favorable or acceptable to us. We raised approximately $500,000 in July 2018 and $25,000 in December 2018, which we expect will enable us to bring our required annual and quarterly filings current, which will enable us to seek additional financing. In the event additional financing is not obtained, we may pursue cost cutting measures as well as explore the sale of selected assets to generate additional funds. If we are required to significantly reduce operating expenses and delay, reduce the scope of, or eliminate any of our development programs or clinical trials, these events could have a material adverse effect on: our business, results of operations, and financial condition. These factors raise significant doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern. Our auditors' report issued in connection with our December 31, 2017 financial statements expressed an opinion that our capital resources as of the date of their audit report were not sufficient to sustain operations or complete our planned activities for the upcoming year unless we raised additional funds. Accordingly, our current cash level raises substantial doubt about our ability to continue as a going concern past the third quarter of 2019. If we do not obtain additional funds by such time, we may no longer be able to continue as a going concern and will cease operation which means that our shareholders will lose their entire investment.

SUMMARY OF CRITICAL ACCOUNTING

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES	NOTE 3 – SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These interim financial statements as of and for the three and nine months ended September 30, 2018 and 2017 are unaudited; however, in the opinion of management, such statements include all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. The results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any future period. All references to September 30, 2018 and 2017 in these footnotes are unaudited. These unaudited condensed financial statements should be read in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2017, included in the Company's annual report on Form 10-K filed with the SEC on April 26, 2019. The condensed balance sheet as of December 31, 2017 has been derived from the audited financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America. Certain items have been reclassified to conform to the current period presentation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Significant estimates include the fair value of derivative instruments, stock-based compensation, recognition of clinical trial costs and other accrued liabilities. Actual results may differ from those estimates. Research and Development Research and development costs are charged to expense as incurred. Our research and development expenses consist primarily of expenditures for toxicology and other studies, manufacturing, clinical trials, compensation and consulting costs. We incurred research and development expenses of approximately $0.01 million and $0.4 million for the three months ended September 30, 2018 and 2017, respectively. We incurred research and development expenses of approximately $0.2 million and $1.3 million for the nine months ended September 30, 2018 and 2017, respectively. Cash Equivalents For purposes of the statements of cash flows, we consider all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. We maintain our cash in bank deposit accounts which, at times, may exceed applicable government mandate insurance limits. We have not experienced any losses in our accounts. Restricted Cash Restricted cash consists of funds held in trust for the Company. The use of these funds is restricted to: (i) the payment of professional fees in connection with bringing the Company's filings current, and (ii) the payment of vendors associated with the issuance and trading of the Company's securities, such as transfer agent fees and fees payable to the OTCQB and FINRA. Loss per Share Basic loss per share is calculated by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share. The following potentially dilutive securities have been excluded from the computations of weighted average shares outstanding as of September 30, 2018 and 2017, as they would be anti-dilutive: Nine Months Ended 2018 2017 Shares underlying options outstanding 325,333 364,516 Shares underlying warrants outstanding 2,512,930 4,511,914 Shares underlying convertible notes outstanding 572,882,313 34,835,228 Shares underlying convertible preferred stock outstanding 26,395,624 4,770,370 376,916,512 44,482,028 Derivative Liability The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company's balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company values its derivative liabilities using the Black-Scholes option valuation model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations. Fair Value of Financial Instruments Our short-term financial instruments, including cash, accounts payable and other liabilities, consist primarily of instruments with maturities of three months or less when acquired. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. The derivative liability consists of our convertible notes with a variable conversion feature. The Company uses the Black-Scholes option-pricing model to value its derivative liability which incorporate the Company's stock price, volatility, U.S. risk-free interest rate, dividend rate, and estimated life. Fair Value Measurements The U.S. GAAP Valuation Hierarchy establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company has recorded a derivative liability for its convertible notes with a variable conversion feature as of September 30, 2018. The tables below summarize the fair values of our financial liabilities as of September 30, 2018 (in thousands): Fair Value at Fair Value Measurement Using 2018 Level 1 Level 2 Level 3 Derivative liability $ 4,724 $ — $ — $ 4,724 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands): Nine months ended 2018 2017 Balance at beginning of year $ 2,934 $ — Additions to derivative instruments 577 2,953 Reclassification on conversion (133 ) (44 ) Loss (gain) on change in fair value of derivative liability 1,346 (201 ) Balance at end of period $ 4,724 $ 2,708 Stock-Based Compensation We measure the cost of employee services received in exchange for equity awards based on the grant-date fair value of the awards. All awards under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee is required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to non-employees is determined in accordance with the fair value of the consideration received or the fair value of the equity instruments issued, whichever is a more reliable measurement. Compensation expense for awards granted to non-employees is re-measured on each accounting period. Determining the appropriate fair value of stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based compensation and the volatility of our stock price. We use the Black-Scholes option-pricing model to value our stock option awards which incorporates our stock price, volatility, U.S. risk-free interest rate, dividend rate, and estimated life. Effect of ASU No. 2017-11 on Previously Issued Financial Statements In July 2017, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): Part 1 – Accounting for Certain Financial Instruments with Down Round Features and Part 2 – Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with Scope Exception ("ASU No. 2017-11"). Part 1 of ASU No. 2017-11 addresses the complexity of accounting for certain financial instruments with down round features. Down round features are provisions in certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of ASU No. 2017-11 addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification®. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company has early adopted the guidance under ASU 2017-11 for the year end December 31, 2017. Adjustments to the Company's previously issued financial statements were required for the full retrospective application of this standard. As such the financial statements for the three and nine months ended September 30, 2017 have been adjusted to reflect the adoption of ASU 2017-11. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share and per share data) September 30, 2017 As reported Adjustments Adjusted ASSETS Current assets: Cash and cash equivalents $ 18 $ — $ 18 Prepaid expenses 16 — 16 Total current assets 34 — 34 Office and lab equipment, net of accumulated depreciation of $10 350 — 350 Intangible assets, net of accumulated amortization of $158 54 — 54 Goodwill 2,159 — 2,159 Other assets 3 — 3 Total assets $ 2,600 $ — $ 2,600 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 1,724 $ — $ 1,724 Accrued expenses 1,093 — 1,093 Convertible debentures, net of unamortized discount of $307 2,480 — 2,480 Derivative liability 3,338 (630 ) 2,708 Total current liabilities 8,635 (630 ) 8,005 Total liabilities 8,635 (630 ) 8,005 Commitments and contingencies — — — Stockholders' deficit: Convertible preferred stock, par value $.0001 per share; 30,000,000 shares authorized, 495 shares issued and outstanding — — — Common stock, par value $.0001 per share; 150,000,000 shares authorized, 9,075,589 shares issued and outstanding 1 — 1 Additional paid-in capital 48,425 2,321 50,746 Accumulated deficit (54,461 ) (1,691 ) (56,152 ) Total stockholders' deficit (6,035 ) 630 (5,405 ) Total liabilities and stockholders' deficit $ 2,600 $ — $ 2,600 CONDENSED STATEMENTS OF LOSSES (unaudited) (in thousands, except share and per share data) Three Months Ended Nine Months Ended Reported Adjustments Adjusted Reported Adjustments Adjusted Operating expenses: Research and development $ 384 — $ 384 $ 1,349 $ — $ 1,349 General and administrative 474 — 474 1,255 — 1,255 Total operating expenses 858 — 858 2,604 — 2,604 Loss from operations (858 ) — (858 ) (2,604 ) — (2,604 ) Other income (expense): Gain on change in fair value of derivative liability 1,405 (1,204 ) 201 3,403 (3,202 ) 201 Gain on conversion of debt 39 — 39 39 — 39 Interest income (expense), net (5,017 ) (137 ) (5,154 ) (6,479 ) 1,325 (5,154 ) Loss before provision for income taxes (4,431 ) (1,341 ) (5,772 ) (5,641 ) (1,877 ) (7,518 ) Provision for income taxes — — — — — — Net loss (4,431 ) (1,341 ) (5,772 ) (5,641 ) (1,877 ) (7,518 ) Deemed dividend — (435 ) (435 ) — (1,703 ) (1,703 ) Net loss attributable to common shareholders $ (4,431 ) $ (1,776 ) $ (6,207 ) $ (5,641 ) $ (3,580 ) $ (9,221 ) Net loss per common share, basic and diluted $ (0.69 ) $ (0.96 ) $ (1.77 ) $ (2.90 ) Weighted average shares outstanding 6,440,802 6,440,802 3,183,289 3,183,289 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) Nine Months Ended September 30, 2017 Reported Adjustments Adjusted Cash flows from operating activities: Net loss $ (5,641 ) $ (1,877 ) $ (7,518 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 23 23 Stock-based compensation 179 179 Gain on change in fair value of derivative liability (3,403 ) 3,202 (201 ) Gain on conversion of debt (39 ) (39 ) Amortization of debt discount 13 13 Finance cost 6,463 (1,325 ) 5,138 Increase in operating assets: Prepaid expenses 100 100 Increase in operating liabilities: Accounts payable and accrued expenses 1,221 1,221 Cash used in operating activities (1,084 ) — (1,084 ) Cash flows from investing activities: Cash from acquisition 23 23 Acquisition of office equipment (3 ) (3 ) Cash provided by investing activities 20 — 20 Cash flows from financing activities: Proceeds from convertible notes 250 250 Proceeds from sale of stock and warrants 285 285 Cash provided by financing activities 535 — 535 Net decrease in cash (529 ) (529 ) Cash, beginning of period 547 547 Cash, end of period $ 18 $ — $ 18 Recent Accounting Pronouncements With the exception of those discussed below, there have not been any recent changes in accounting pronouncements and Accounting Standards Update (ASU) issued by the Financial Accounting Standards Board (FASB) during the nine months ended September 30, 2018 that are of significance or potential significance to the Company. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company does not expect any impact from the adoption of this standard on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU No. 2017-04"). ASU No. 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. A public business entity that is a SEC filer should adopt the amendments of ASU No. 2017-04 for its annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect any impact from the adoption of this standard on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, "Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting", which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. If an award is not probable of vesting at the time a change is made, the new guidance clarifies that no new measurement date will be required if there is no change to the fair value, vesting conditions, and classification. This ASU will be applied prospectively and is effective for fiscal years beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. The adoption of this standard did not have a material impact on its consolidated financial statements. In July 2017, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): Part 1 – Accounting for Certain Financial Instruments with Down Round Features and Part 2 – Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with Scope Exception ("ASU No. 2017-11"). Part 1 of ASU No. 2017-11 addresses the complexity of accounting for certain financial instruments with down round features. Down round features are provisions in certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of ASU No. 2017-11 addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification®. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company has early adopted the guidance under ASU 2017-11 for the year end December 31, 2017. Adjustments to the Company's previously issued financial statements were required for the full retrospective application of this standard. As such the financial statements for the three and nine months ended September 30, 2017 have been adjusted to reflect the adoption of ASU 2017-11.

SUPPLEMENTAL CASH FLOW INFORMAT

SUPPLEMENTAL CASH FLOW INFORMATION	9 Months Ended
	Sep. 30, 2018
Supplemental Cash Flow Information [Abstract]
SUPPLEMENTAL CASH FLOW INFORMATION	NOTE 4 – SUPPLEMENTAL CASH FLOW INFORMATION The following table contains additional information for the periods reported (in thousands). Nine Months Ended 2018 2017 Non-cash financial activities: Common stock issued on conversion of notes payable and derivative liability $ 174 $ 44 Debentures converted to common stock 124 38 Derivative liability extinguished upon conversion of notes payable 133 44 Derivative liability issued 577 2,953 Net assets and liabilities recognized with the acquisition of Lewis and Clark Pharmaceuticals, Inc. — 2,493 Accounts payable paid through issuance of debentures 15 70 Debentures issued to retire preferred stock — 2,504 There was no cash paid for interest and income taxes for the nine months ended September 30, 2018 and 2017.

ACCRUED EXPENSES

ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2018
Accrued Liabilities, Current [Abstract]
ACCRUED EXPENSES	NOTE 5 – ACCRUED EXPENSES Accrued expenses consist of the following (in thousands): September 30, December 31, Accrued compensation and benefits $ 1,326 $ 1,154 Accrued research and development 177 144 Accrued other 271 241 Total accrued expenses $ 1,774 $ 1,539

DERIVATIVE LIABILITY

DERIVATIVE LIABILITY	9 Months Ended
	Sep. 30, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE LIABILITY	NOTE 6 – DERIVATIVE LIABILITY We account for equity-linked financial instruments, such as our convertible preferred stock, convertible debentures and our common stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the respective agreement. Equity-linked financial instruments are accounted for as derivative liabilities, in accordance with ASC Topic 815 – Derivatives and Hedging, if the instrument allows for cash settlement or issuance of a variable number of shares. We classify derivative liabilities on the balance sheet at fair value, and changes in fair value during the periods presented in the statement of operations, which is revalued at each balance sheet date subsequent to the initial issuance of the stock warrant. In September 2017 and July 2018, we issued convertible debentures which contain a variable conversion feature, anti-dilution protection and other conversion price adjustment provisions. As a result, the Company assessed its outstanding equity-linked financial instruments and concluded that the convertible notes are subject to derivative accounting. The fair value of the conversion feature is classified as a liability in the financial statements, with the change in fair value during the periods presented recorded in the statement of operations. During the three and nine months ended September 30, 2018, we recorded a loss of approximately $2.3 million and $1.3 million, respectively, related to the change in fair value of the derivative liabilities during the periods. During the three and nine months ended September 30, 2017, we recorded a gain of approximately $0.2 million related to the change in fair value of the derivative liabilities during the periods. For purpose of determining the fair market value of the derivative liability, the Company used Black Scholes option valuation model. The significant assumptions used in the Black Scholes valuations of the derivatives at September 30, 2018 are as follows: 2018 Volatility 237 % Expected term (years) 11 months Risk-free interest rate 2.57 % Dividend yield None As of September 30, 2018 and December 31, 2017, the derivative liability recognized in the financial statements was approximately $4.7 million and $2.9 million, respectively. As disclosed above, in Note 3, the Company has early adopted the guidance under ASU 2017-11 for the year end December 31, 2017. Adjustments to the Company's previously issued financial statements were required for the retrospective application of this standard. As such the financial statements for the three and nine months ended September 30, 2017 have been adjusted to reflect the adoption of ASU 2017-11. As a result our financial instruments (such as warrants and convertible instruments) with down round features that required fair value measurement of the entire instrument or conversion option have been retroactively reclassified to remove their classification as derivative instruments.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7 – COMMITMENTS AND CONTINGENCIES Operating Leases Inspyr currently does not have any ongoing leases for office space. It has availability to office space on an as needed basis. Its employees work on a remote basis. There was no rent expense for the three and nine months ended September 30, 2018 and 2017. Employment Agreements We employ our Chief Executive Officer pursuant to a written employment agreement. The employment agreement contains severance provisions and indemnification clauses. The indemnification agreement provides for the indemnification and defense of the executive officer, in the event of litigation, to the fullest extent permitted by law. On February 28, 2017, Russell Richerson, PhD, resigned as chief operating officer of the Company, effective immediately. Dr. Richerson entered into a separation release of claims agreement ("Separation Agreement") pursuant to which the Company: (i) issued Dr. Richerson a warrant to purchase 76,726 shares of Common Stock with an exercise price of $0.75 per share and a term of three and a half (3.5) years, (ii) agreed to make the vested portion of any options held by Dr. Richerson, exercisable at any time during their remaining term regardless of any termination provisions contained in the applicable equity compensation plans pursuant to which such awards were made (collectively, the "Awards") and (iii) agreed to reduce the exercise prices of such Awards to $0.75 per share for the duration of their respective terms. In consideration of the foregoing, Dr. Richerson agreed to release the Company from any and all claims, including any rights or obligations as contained in his prior employment agreement, as amended. Severance provisions are not applicable to any other executive officer employment agreements until such time as they have each been employed for at least 6 months and the Company has raised $25 million in gross proceeds from capital raising transactions. Severance provisions pursuant to a termination within 12 months of a Sale Event occurring are not applicable as of September 30, 2018, as no Sale Event has occurred prior to such date. Legal Matters On March 16, 2016, Dr. Craig Dionne provided us his notice of termination as the company's Chief Executive Officer and Chief Financial Officer. Dr. Dionne's notice of termination states that such termination was for "Good Reason" as a result of a material change in his authority, functions, duties and responsibilities as chief executive officer. In the event that termination was for "Good Reason", Dr. Dionne would be entitled to certain severance payments as well as other benefits. The notice of termination, in additional to requesting such severance, also requests the payment of Dr. Dionne's annual and long term bonus for 2014 and 2015. While the Company disputes that the termination was for "Good Reason," as well as the amount of the bonuses due Dr. Dionne, if any, at this time the Company is unable to predict the financial outcome of this matter, and any views formed as to the viability of these claims or the financial liability which could result may change from time to time as the matter proceeds through its course. The Company is uncertain whether any litigation may result from the foregoing and the outcome of any such litigation is uncertain. The Company is subject at times to other legal proceedings and claims, which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, the Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity.

CAPITAL STOCK AND STOCKHOLDERS'

CAPITAL STOCK AND STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2018
Stockholders' Equity Note [Abstract]
CAPITAL STOCK AND STOCKHOLDER'S EQUITY	NOTE 8 – CAPITAL STOCK AND STOCKHOLDERS' EQUITY Preferred Stock In March and April, 2017, we sold 290.4 shares of Series C 0% Convertible Preferred Stock. The Series C Preferred Stock has a stated value of $1,000 and is immediately convertible into 387,251 shares of the Company's common stock, subject to certain beneficial ownership limitations, at a conversion price equal to $0.75, subject to adjustment. The Conversion Price is subject to certain reset adjustments including the date of any future amendment to the Company's certificate of incorporation with respect to a reverse stock split. The Series C Preferred Stock has anti-dilution protection until such the twelve (12) month anniversary of the issuance of the Series C Preferred Stock. On September 12, 2017 we entered into an exchange agreement ("Exchange Agreement") with certain holders (the "Investors") of our Series A 0% Convertible Preferred Stock ("Series A Shares") and Series B 0% Convertible Preferred Stock ("Series B Shares"). Pursuant to the terms of the Exchange Agreement, we issued to the investors approximately $2.5 million in principal amount of senior convertible debentures in exchange for 1,614.8125 Series A Shares with a stated value of approximately $1.6 million and 890 Series B Shares with a stated value of approximately $0.9 million (collectively, the "Exchange"). In connection with the Exchange, such Series A Shares and Series B Shares have been cancelled and terminated. As of September 30, 2018 and December 31, 2017, there were outstanding 133.8 shares of Series A Preferred Stock, 71 shares of Series B Preferred Stock, and 290.4 shares of Series C Preferred Stock. As a result of recent equity financings and conversions of debentures, the conversion prices of our Series A Preferred Stock has been reduced to $0.53 per share, the conversion price of 200 shares of our Series C preferred stock has been reduced to $0.02 per share, and our Series B Preferred Stock and 90.4 shares of our Series C preferred stock has been reduced to $0.01 per share at September 30, 2018. Common Stock During the nine months ended September 30, 2018, we issued a total of 10,500,000 shares of common stock, valued at $173,850, upon the conversion of $123,878 principal amount of our convertible debentures. Between January 1 and September 30, 2017, we issued a total of 223,585 shares of common stock upon the conversion of 79.5 shares of Series A Preferred Stock and 39 shares of Series B Preferred Stock. During September 2017, we issued a total of 331,000 shares of common stock upon the conversion of $37,995 principal amount of our convertible debentures. Effective July 31, 2017 we issued 7,122,172 shares of common stock to acquire 100% of the capital stock of Lewis & Clark, Pharmaceuticals, Inc., a Virginia Corporation, pursuant to the terms of a share exchange agreement dated July 31, 2017. Conversion and exercise price resets As a result of recent equity financings and conversions of debentures, the conversion prices of our Series A Preferred Stock has been reduced to $0.53 per share, the conversion price of 200 shares of our Series C preferred stock has been reduced to $0.02 per share, and our Series B Preferred Stock and 90.4 shares of our Series C preferred stock has been reduced to $0.01 per share. The exercise prices of the warrants issued in conjunction with the Series B and Series C preferred stock have also been reduced to $0.02 and $0.01 per share. As a result of the reductions of the conversion prices of our preferred stock and warrants, we have recorded deemed dividends of approximately $0 and $110,000 during the three and nine months ended September 30, 2018. As a result of the reductions of the conversion prices of our preferred stock and warrants, we have recorded deemed dividends of approximately $435,000 and $1,703,000 during the three and nine months ended September 30, 2017, respectively.

STOCK OPTIONS

STOCK OPTIONS	9 Months Ended
	Sep. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
STOCK OPTIONS	NOTE 9 – STOCK OPTIONS The Company has recorded aggregate stock-based compensation expense related to the issuance of stock option awards in the following line items in the accompanying consolidated statement of losses (in thousands): Nine Months Ended 2018 2017 Research and development $ 62 $ 111 General and administrative 28 63 Total stock-based compensation expense $ 90 $ 174 During the nine months ended September 30, 2018, we accelerated the vesting of all unvested employee options. As of September 30, 2018, there was no unrecognized compensation cost related to non-vested stock options. The following table summarizes stock option activity for the nine months ended September 30, 2018: Number of Weighted- Weighted-average Aggregate Outstanding at December 31, 2017 356,280 $ 7.45 Granted — $ — Forfeited (30,947 ) $ 18.09 Outstanding at September 30, 2018 325,333 $ 6.44 4.0 $ — Exercisable at September 30, 2018 325,333 $ 6.44 4.0 $ — No options were exercised during the nine months ended September 30, 2018 and 2017.

WARRANTS

WARRANTS	9 Months Ended
	Sep. 30, 2018
Warrants
WARRANTS	NOTE 10 – WARRANTS Transactions involving our warrants are summarized as follows: Number of Weighted- Weighted-average Aggregate Outstanding at December 31, 2017 3,045,740 $ 5.39 Issued — — Expired (532,810 ) $ 15.87 Outstanding at September 30, 2018 2,512,930 $ 3.16 2.9 $ — Exercisable at September 30, 2018 2,512,930 $ 3.16 2.9 $ — No warrants were exercised during the nine months ended September 30, 2018 and 2017. As a result of recent equity financings and conversions of debentures, the exercise prices of the warrants issued in conjunction with our Series B and Series C preferred stock have also been reduced to $0.02 and $0.01 per share. The following table summarizes outstanding common stock purchase warrants as of September 30, 2018: Number of Weighted- Expiration Issued to consultants 102,213 $ 7.09 February 2019 through August 2023 Issued pursuant to 2014 financings 96,412 $ 34.50 June 2019 Issued pursuant to 2015 financings 460,384 $ 8.40 July 2020 through December 2020 Issued pursuant to 2016 financings 1,466,670 $ 0.01 December 2021 Issued pursuant to 2017 financings 387,251 $ 0.02 March 2022 through April 2022 2,512,930

CONVERTIBLE DEBENTURES

CONVERTIBLE DEBENTURES	9 Months Ended
	Sep. 30, 2018
Debt Disclosure [Abstract]
CONVERTIBLE DEBENTURES	NOTE 11 – CONVERTIBLE DEBENTURES On July 3, 2018, we entered into securities purchase agreements ("Securities Purchase Agreement") with certain institutional investors (the "Investors"). Pursuant to the Securities Purchase Agreement, we sold an aggregate of $515,000 of senior convertible debentures ("Debentures") consisting of $500,000 in cash and the cancellation of $15,000 of obligations of the Company (the "Offering"). Pursuant to the terms of the Securities Purchase Agreement, we will issue $515,000 in principal amount of Debentures. The Debentures (i) are non-interest bearing, (ii) have a maturity date one (1) year from the date of issuance and (iii) are convertible into shares of our common stock at the election of the Investor at any time, subject to a beneficial ownership limitation of 4.99% which may be increased to 9.99% by the Investor upon 61 days' notice. The Debentures will have a conversion price equal to the lesser of (i) $0.33 and (ii) 85% of the lesser of (a) the volume weighted average price on the trading day immediately preceding a conversion date and (b) the volume weighted average price on a conversion date. The Debentures also contain provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions. The Investors will also have the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the Debentures contain anti-dilution protection in the event of subsequent equity sales at a price that is lower than the then applicable conversion price until such time that the Debentures are no longer outstanding. Additionally, the Company has the option to redeem some or all of the Debentures for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the Debentures. Furthermore, without the approval of the Investors holding at least 67% of the then outstanding principal amount of the Debentures, the Company may not (i) amend its charter documents in any manner that adversely affects the rights of any Investor, (ii) repay or repurchase or acquire shares of its Common Stock, (iii) repay, repurchase, or acquire certain indebtedness, or (iv) pay cash dividends or distributions on any equity securities of the Company. The Company is also required under the Securities Purchase Agreement to hold a shareholder meeting by January 3, 2019 in order to increase the number of authorized shares of Common Stock of the Company such that there are sufficient shares of Common Stock available for issuance underlying the Debentures upon their conversion in full. The Company is also obligated under the Securities Purchase Agreement to pay Investors, as partial liquidated damages, a fee of 2.0% of each Investor's initial principal amount of such Investor's Debenture in cash upon our failure to have current public information available beginning six (6) months after the issuance date of the Debentures. The Investors were additionally given a right of participation in future offerings for a period of up to eighteen (18) months from the date on which the shares underlying the Debentures are registered. The Securities Purchase Agreement also prohibits us from issuing any common stock, subject to certain exemptions, for a period of 60 days following the closing of the Offering, without the written approval of the Investors owning at least 50.1% of the securities issued in the Offering. Additionally, until the twelve month anniversary of the registration of the shares underlying the Debentures, we are prohibited from entering into any agreement to effect any issuance of common stock in a variable rate transaction. On September 12, 2017 we entered into an exchange agreement ("Exchange Agreement") with certain holders (the "Investors") of our Series A 0% Convertible Preferred Stock ("Series A Shares") and Series B 0% Convertible Preferred Stock ("Series B Shares"). Pursuant to the terms of the Exchange Agreement, we issued to the investors approximately $2.5 million in principal amount of senior convertible debentures ("Debentures") in exchange for 1,614.8125 Series A Shares with a stated value of approximately $1.6 million and 890 Series B Shares with a stated value of approximately $0.9 million. On September 12, 2017, we sold an aggregate of $320,000 of our Debentures. The sale consisted of $250,000 in cash and the cancellation of $70,000 of obligations of the Company. The Debentures to be issued to the Investors (i) are non-interest bearing, (ii) have a maturity date of September 12, 2018 and (iii) are convertible into shares of common stock ("Common Stock") of the Company at the election of the Investor at any time, subject to a beneficial ownership limitation of 4.99% which may be increased to 9.99% by the Investor upon 61 days' notice. The Debentures will have a conversion price equal to the lesser of (i) $0.33 and (ii) 85% of the lesser of (a) the volume weighted average price on the trading day immediately preceding a conversion date and (b) the volume weighted average price on a conversion date. The Debentures also contain provisions providing for an adjustment in the event of stock splits or dividends, and fundamental transactions. The Investors will also have the right to participate in subsequent rights offerings and pro rata distributions. Additionally, the Debentures contain anti-dilution protection in the event of subsequent equity sales at a price that is lower than the then applicable conversion price until such time that the Debentures are no longer outstanding. Additionally, the Company has the option to redeem some or all of the Debentures for cash upon notice of twenty (20) trading days provided certain conditions are met by the Company as more fully described in the Debentures. Furthermore, without the approval of the Investors holding at least 67% of the then outstanding principal amount of the Debentures, the Company may not (i) amend its charter documents in any manner that adversely affects the rights of any Investor, (ii) repay or repurchase or acquire shares of its Common Stock, (iii) repay, repurchase, or acquire certain indebtedness, or (iv) pay cash dividends or distributions on any equity securities of the Company. The Company is also obligated pay Investors, as partial liquidated damages, a fee of 2.0% of each Investor's initial principal amount of such Investor's Debenture in cash upon our failure to have current public information available. This requirement has been waived by the Investors through July 5, 2019. In connection with the Offering, the Investors also entered in a registration rights agreement ("Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement with the Securities and Exchange Commission ("the Commission") within 45 days from the date of the Registration Rights Agreement to register the resale of 100% of the shares of Common Stock underlying the Debentures and to maintain the effectiveness thereunder. The Company also agreed to have the registration statement declared effective within 75 days from the date of the Registration Rights Agreement and keep the registration statement continuously effective until the earlier of (i) the date after which all of the securities to be registered thereunder have been sold, or (ii) the date on which all the securities to be registered thereunder may be sold without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 under the Securities Act of 1933, as amended. We are also obligated to pay the Investors, as partial liquidated damages, a fee of 1.5% of each Investor's subscription amount per month in cash upon the occurrence of certain events, including our failure to file and / or have the registration statement declared effective within the time periods provided. This requirement has been waived by the Investors through July 5, 2019. The Investors were additionally given a right of participation in future offerings for a period of up to eighteen months from the date in which the shares underlying the Debentures are registered as contemplated in the Registration Rights Agreement. The Securities Purchase Agreement also prohibits the Company from issuing any Common Stock, subject to certain exemptions, for a period of 60 days following the closing of the Offering, without the written approval of the Investors owning at least 50.1% of the securities issued in the Offering. Additionally, until the twelve (12) month anniversary of such effectiveness of the registration statement as contemplated in the Registration Rights Agreement, the Company is prohibited from entering into any agreement to effect any issuance of Common Stock in a variable rate transaction. During the nine months ended September 30, 2018, we issued a total of 10,500,000 shares of common stock, valued at $173,850, upon the conversion of $123,878 principal amount of our convertible debentures.

ACQUISITION

ACQUISITION	9 Months Ended
	Sep. 30, 2018
Business Combinations [Abstract]
ACQUISITION	NOTE 12 – ACQUISITION On July 31, 2017, we acquired 100% of the capital stock of Lewis & Clark, Pharmaceuticals, Inc., a Virginia Corporation ("L&C"), pursuant to the terms of a share exchange agreement ("Agreement") dated July 31, 2017 ("Closing Date"), by and among, the Company, L&C, certain principals of L&C (the "Principals") and all of the existing shareholders of L&C ("Shareholders"). As consideration for the acquisition of L&C, the Company agreed to issue an aggregate of 7,122,172 shares of the Company's common stock ("Payment Shares") to the Shareholders, accounting for, subsequent to the closing of the transaction, the Shareholders owning 50% of the issue and outstanding capital stock of the Company (including common shares issuable upon conversion of the Company's outstanding preferred stock). The shares issued for the acquisition of L&C have been valued at $2,492,760. The Principals have agreed to establish escrow accounts with respect to an aggregate of 973,251 of the Payment Shares pursuant to a share escrow agreement ("Escrow Agreement") in order to satisfy certain indemnification obligations to the extent such may arise under the Agreement for the benefit of the Company, its shareholders, and its personnel. The Agreement contains certain customary indemnification provisions with respect to the Company one on hand and L&C and the Principals, on the other hand. Additionally, pursuant to the Agreement, all Shareholders that receive at least 5% of the Payment Shares (at least 356,109 shares) (including any shares held in escrow) agree to vote such shares in accordance with the recommendation of the Company's board of directors ("Board") with respect to any matter to be voted upon by shareholders of the Company for a period of eighteen (18) months from the Closing Date. Furthermore, each Shareholder agrees that for a period of eighteen (18) months from the Closing Date, it will not sell or transfer any of the Payment Shares it receives pursuant to the Agreement, except that if a Shareholder is employed by the Company, it may sell up to five percent (5%) of Payment Shares it receives on each ninety (90) day period following the one (1) year anniversary of the Closing Date. The allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair values is as follows (in thousands): Cash $ 23 Prepaid expenses 3 Equipment 353 Goodwill 2,159 Total assets acquired 2,538 Accounts payable and other liabilities (45 ) Total $ 2,493 Due to the curtailment of business activity in February 2018, the Company determined that the goodwill assigned to the Lewis & Clark, Pharmaceuticals, Inc. acquisition had become fully impaired as of December 31, 2017. Accordingly, we recorded a goodwill impairment charge of $2.2 million during the year ended December 31, 2017. The Company also determined that the office and lab equipment acquired pursuant to the Lewis & Clark, Pharmaceuticals, Inc. acquisition had become fully impaired as of December 31, 2017. Accordingly, we recorded an impairment charge of $0.3 million during the year ended December 31, 2017. Pro forma results The following tables set forth the unaudited pro forma results of the Company as if the acquisition of L&C had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of the first day of the periods presented. Three Months Nine Months 2017 2017 Revenue $ — $ — Net loss attributable to common shareholders (6,329 ) (9,759 ) Net loss per share (0.72 ) (1.12 ) The amounts of revenue and loss of L&C since the acquisition date included in the consolidated statement of operations for the nine months ended September 30, 2017 are approximately $0 and ($149,000), respectively.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13 – SUBSEQUENT EVENTS No material events have occurred after September 30, 2018 that requires recognition or disclosure in the financial statements except as follows: On December 13, 2018 we issued an aggregate of $25,000 in convertible promissory notes ("Notes") for cash proceeds of $25,000. The Notes will mature on the earlier of (i) June 30, 2019 or (ii) such time as we raise capital in exchange for the sale of securities ("Maturity Date") and bear interest at 10% per year, payable on the Maturity Date. Pursuant to the terms of the Notes, the Notes may be converted into shares of common stock upon an Event of Default (as such term is defined in the Notes) or upon the Maturity Date at the election of the holder at a price per share equal to 75% of the lowest trade price of our common stock on the trading day immediately prior to the date such exchange is exercised by the holder. From October 1, 2018 through January 22, 2019, we issued a total of 128,611,071 shares of common stock upon the conversion of $441,599 principal amount of our convertible debentures. During December 2018, we designated 5,000 shares of preferred stock as Series D 0% Convertible Preferred Stock (the "Preferred Stock"). Each share of Preferred Stock shall have a par value of $0.0001 per share and a stated value equal to $1.00 (the "Stated Value"). With respect to a vote of stockholders to approve a reverse split of the Common Stock to occur no later than December 31, 2019, only, each share of Series D Preferred Stock held by a Holder, as such, shall be entitled to the whole number of votes equal to 30,001 shares of Common Stock. On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the certificate of incorporation, holders of the Preferred Stock shall vote together with the holders of Common Stock as a single class. Each share of Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations set forth in Section 6(d)) determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. The Conversion Price is $0.005 per share. During January 2019, we issued the 5,000 shares of Series D Convertible Preferred Stock for proceeds of $5,000.

SUMMARY OF CRITICAL ACCOUNTIN_2

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying condensed consolidated financial statements are unaudited. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These interim financial statements as of and for the three and nine months ended September 30, 2018 and 2017 are unaudited; however, in the opinion of management, such statements include all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods presented. The results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any future period. All references to September 30, 2018 and 2017 in these footnotes are unaudited. These unaudited condensed financial statements should be read in conjunction with our audited financial statements and the notes thereto for the year ended December 31, 2017, included in the Company's annual report on Form 10-K filed with the SEC on April 26, 2019. The condensed balance sheet as of December 31, 2017 has been derived from the audited financial statements at that date but do not include all disclosures required by the accounting principles generally accepted in the United States of America. Certain items have been reclassified to conform to the current period presentation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Significant estimates include the fair value of derivative instruments, stock-based compensation, recognition of clinical trial costs and other accrued liabilities. Actual results may differ from those estimates.
Research and Development	Research and Development Research and development costs are charged to expense as incurred. Our research and development expenses consist primarily of expenditures for toxicology and other studies, manufacturing, clinical trials, compensation and consulting costs. We incurred research and development expenses of approximately $0.01 million and $0.4 million for the three months ended September 30, 2018 and 2017, respectively. We incurred research and development expenses of approximately $0.2 million and $1.3 million for the nine months ended September 30, 2018 and 2017, respectively.
Cash Equivalents	Cash Equivalents For purposes of the statements of cash flows, we consider all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. We maintain our cash in bank deposit accounts which, at times, may exceed applicable government mandate insurance limits. We have not experienced any losses in our accounts.
Restricted Cash	Restricted Cash Restricted cash consists of funds held in trust for the Company. The use of these funds is restricted to: (i) the payment of professional fees in connection with bringing the Company's filings current, and (ii) the payment of vendors associated with the issuance and trading of the Company's securities, such as transfer agent fees and fees payable to the OTCQB and FINRA.
Loss per Share	Loss per Share Basic loss per share is calculated by dividing net loss and net loss attributable to common shareholders by the weighted average number of common shares outstanding for the period. Basic and diluted loss per share are the same, in that any potential common stock equivalents would have the effect of being anti-dilutive in the computation of net loss per share. The following potentially dilutive securities have been excluded from the computations of weighted average shares outstanding as of September 30, 2018 and 2017, as they would be anti-dilutive: Nine Months Ended 2018 2017 Shares underlying options outstanding 325,333 364,516 Shares underlying warrants outstanding 2,512,930 4,511,914 Shares underlying convertible notes outstanding 572,882,313 34,835,228 Shares underlying convertible preferred stock outstanding 26,395,624 4,770,370 376,916,512 44,482,028
Derivative Liability	Derivative Liability The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company's balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company values its derivative liabilities using the Black-Scholes option valuation model. The resulting liability is valued at each reporting date and the change in the liability is reflected as change in derivative liability in the statement of operations.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Our short-term financial instruments, including cash, accounts payable and other liabilities, consist primarily of instruments with maturities of three months or less when acquired. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts. The derivative liability consists of our convertible notes with a variable conversion feature. The Company uses the Black-Scholes option-pricing model to value its derivative liability which incorporate the Company's stock price, volatility, U.S. risk-free interest rate, dividend rate, and estimated life.
Fair Value Measurements	Fair Value Measurements The U.S. GAAP Valuation Hierarchy establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company has recorded a derivative liability for its convertible notes with a variable conversion feature as of September 30, 2018. The tables below summarize the fair values of our financial liabilities as of September 30, 2018 (in thousands): Fair Value at Fair Value Measurement Using 2018 Level 1 Level 2 Level 3 Derivative liability $ 4,724 $ — $ — $ 4,724 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows (in thousands): Nine months ended 2018 2017 Balance at beginning of year $ 2,934 $ — Additions to derivative instruments 577 2,953 Reclassification on conversion (133 ) (44 ) Loss (gain) on change in fair value of derivative liability 1,346 (201 ) Balance at end of period $ 4,724 $ 2,708
Stock-Based Compensation	Stock-Based Compensation We measure the cost of employee services received in exchange for equity awards based on the grant-date fair value of the awards. All awards under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee is required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to non-employees is determined in accordance with the fair value of the consideration received or the fair value of the equity instruments issued, whichever is a more reliable measurement. Compensation expense for awards granted to non-employees is re-measured on each accounting period. Determining the appropriate fair value of stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based compensation and the volatility of our stock price. We use the Black-Scholes option-pricing model to value our stock option awards which incorporates our stock price, volatility, U.S. risk-free interest rate, dividend rate, and estimated life.
Effect of ASU No. 2017-11 on Previously Issued Financial Statements	Effect of ASU No. 2017-11 on Previously Issued Financial Statements In July 2017, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): Part 1 – Accounting for Certain Financial Instruments with Down Round Features and Part 2 – Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with Scope Exception ("ASU No. 2017-11"). Part 1 of ASU No. 2017-11 addresses the complexity of accounting for certain financial instruments with down round features. Down round features are provisions in certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of ASU No. 2017-11 addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification®. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company has early adopted the guidance under ASU 2017-11 for the year end December 31, 2017. Adjustments to the Company's previously issued financial statements were required for the full retrospective application of this standard. As such the financial statements for the three and nine months ended September 30, 2017 have been adjusted to reflect the adoption of ASU 2017-11. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share and per share data) September 30, 2017 As reported Adjustments Adjusted ASSETS Current assets: Cash and cash equivalents $ 18 $ — $ 18 Prepaid expenses 16 — 16 Total current assets 34 — 34 Office and lab equipment, net of accumulated depreciation of $10 350 — 350 Intangible assets, net of accumulated amortization of $158 54 — 54 Goodwill 2,159 — 2,159 Other assets 3 — 3 Total assets $ 2,600 $ — $ 2,600 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 1,724 $ — $ 1,724 Accrued expenses 1,093 — 1,093 Convertible debentures, net of unamortized discount of $307 2,480 — 2,480 Derivative liability 3,338 (630 ) 2,708 Total current liabilities 8,635 (630 ) 8,005 Total liabilities 8,635 (630 ) 8,005 Commitments and contingencies — — — Stockholders' deficit: Convertible preferred stock, par value $.0001 per share; 30,000,000 shares authorized, 495 shares issued and outstanding — — — Common stock, par value $.0001 per share; 150,000,000 shares authorized, 9,075,589 shares issued and outstanding 1 — 1 Additional paid-in capital 48,425 2,321 50,746 Accumulated deficit (54,461 ) (1,691 ) (56,152 ) Total stockholders' deficit (6,035 ) 630 (5,405 ) Total liabilities and stockholders' deficit $ 2,600 $ — $ 2,600 CONDENSED STATEMENTS OF LOSSES (unaudited) (in thousands, except share and per share data) Three Months Ended Nine Months Ended Reported Adjustments Adjusted Reported Adjustments Adjusted Operating expenses: Research and development $ 384 — $ 384 $ 1,349 $ — $ 1,349 General and administrative 474 — 474 1,255 — 1,255 Total operating expenses 858 — 858 2,604 — 2,604 Loss from operations (858 ) — (858 ) (2,604 ) — (2,604 ) Other income (expense): Gain on change in fair value of derivative liability 1,405 (1,204 ) 201 3,403 (3,202 ) 201 Gain on conversion of debt 39 — 39 39 — 39 Interest income (expense), net (5,017 ) (137 ) (5,154 ) (6,479 ) 1,325 (5,154 ) Loss before provision for income taxes (4,431 ) (1,341 ) (5,772 ) (5,641 ) (1,877 ) (7,518 ) Provision for income taxes — — — — — — Net loss (4,431 ) (1,341 ) (5,772 ) (5,641 ) (1,877 ) (7,518 ) Deemed dividend — (435 ) (435 ) — (1,703 ) (1,703 ) Net loss attributable to common shareholders $ (4,431 ) $ (1,776 ) $ (6,207 ) $ (5,641 ) $ (3,580 ) $ (9,221 ) Net loss per common share, basic and diluted $ (0.69 ) $ (0.96 ) $ (1.77 ) $ (2.90 ) Weighted average shares outstanding 6,440,802 6,440,802 3,183,289 3,183,289 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) Nine Months Ended September 30, 2017 Reported Adjustments Adjusted Cash flows from operating activities: Net loss $ (5,641 ) $ (1,877 ) $ (7,518 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 23 23 Stock-based compensation 179 179 Gain on change in fair value of derivative liability (3,403 ) 3,202 (201 ) Gain on conversion of debt (39 ) (39 ) Amortization of debt discount 13 13 Finance cost 6,463 (1,325 ) 5,138 Increase in operating assets: Prepaid expenses 100 100 Increase in operating liabilities: Accounts payable and accrued expenses 1,221 1,221 Cash used in operating activities (1,084 ) — (1,084 ) Cash flows from investing activities: Cash from acquisition 23 23 Acquisition of office equipment (3 ) (3 ) Cash provided by investing activities 20 — 20 Cash flows from financing activities: Proceeds from convertible notes 250 250 Proceeds from sale of stock and warrants 285 285 Cash provided by financing activities 535 — 535 Net decrease in cash (529 ) (529 ) Cash, beginning of period 547 547 Cash, end of period $ 18 $ — $ 18
Recent Accounting Pronouncements	Recent Accounting Pronouncements With the exception of those discussed below, there have not been any recent changes in accounting pronouncements and Accounting Standards Update (ASU) issued by the Financial Accounting Standards Board (FASB) during the nine months ended September 30, 2018 that are of significance or potential significance to the Company. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company does not expect any impact from the adoption of this standard on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU No. 2017-04"). ASU No. 2017-04 simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. A public business entity that is a SEC filer should adopt the amendments of ASU No. 2017-04 for its annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect any impact from the adoption of this standard on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, "Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting", which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. If an award is not probable of vesting at the time a change is made, the new guidance clarifies that no new measurement date will be required if there is no change to the fair value, vesting conditions, and classification. This ASU will be applied prospectively and is effective for fiscal years beginning after December 15, 2017, and interim periods within those years, with early adoption permitted. The adoption of this standard did not have a material impact on its consolidated financial statements. In July 2017, the Financial Accounting Standards Board ("FASB") issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): Part 1 – Accounting for Certain Financial Instruments with Down Round Features and Part 2 – Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with Scope Exception ("ASU No. 2017-11"). Part 1 of ASU No. 2017-11 addresses the complexity of accounting for certain financial instruments with down round features. Down round features are provisions in certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of ASU No. 2017-11 addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification®. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company has early adopted the guidance under ASU 2017-11 for the year end December 31, 2017. Adjustments to the Company's previously issued financial statements were required for the full retrospective application of this standard. As such the financial statements for the three and nine months ended September 30, 2017 have been adjusted to reflect the adoption of ASU 2017-11.

SUMMARY OF CRITICAL ACCOUNTIN_3

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Tables)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Schedule of weighted average shares outstanding	Nine Months Ended 2018 2017 Shares underlying options outstanding 325,333 364,516 Shares underlying warrants outstanding 2,512,930 4,511,914 Shares underlying convertible notes outstanding 572,882,313 34,835,228 Shares underlying convertible preferred stock outstanding 26,395,624 4,770,370 376,916,512 44,482,028
Schedule of fair values of financial liabilities	Fair Value at Fair Value Measurement Using 2018 Level 1 Level 2 Level 3 Derivative liability $ 4,724 $ — $ — $ 4,724
Schedule of fair value of derivative liability on recurring basis	Nine months ended 2018 2017 Balance at beginning of year $ 2,934 $ — Additions to derivative instruments 577 2,953 Reclassification on conversion (133 ) (44 ) Loss (gain) on change in fair value of derivative liability 1,346 (201 ) Balance at end of period $ 4,724 $ 2,708
Schedule of financial statements	CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in thousands, except share and per share data) September 30, 2017 As reported Adjustments Adjusted ASSETS Current assets: Cash and cash equivalents $ 18 $ — $ 18 Prepaid expenses 16 — 16 Total current assets 34 — 34 Office and lab equipment, net of accumulated depreciation of $10 350 — 350 Intangible assets, net of accumulated amortization of $158 54 — 54 Goodwill 2,159 — 2,159 Other assets 3 — 3 Total assets $ 2,600 $ — $ 2,600 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 1,724 $ — $ 1,724 Accrued expenses 1,093 — 1,093 Convertible debentures, net of unamortized discount of $307 2,480 — 2,480 Derivative liability 3,338 (630 ) 2,708 Total current liabilities 8,635 (630 ) 8,005 Total liabilities 8,635 (630 ) 8,005 Commitments and contingencies — — — Stockholders' deficit: Convertible preferred stock, par value $.0001 per share; 30,000,000 shares authorized, 495 shares issued and outstanding — — — Common stock, par value $.0001 per share; 150,000,000 shares authorized, 9,075,589 shares issued and outstanding 1 — 1 Additional paid-in capital 48,425 2,321 50,746 Accumulated deficit (54,461 ) (1,691 ) (56,152 ) Total stockholders' deficit (6,035 ) 630 (5,405 ) Total liabilities and stockholders' deficit $ 2,600 $ — $ 2,600 CONDENSED STATEMENTS OF LOSSES (unaudited) (in thousands, except share and per share data) Three Months Ended Nine Months Ended Reported Adjustments Adjusted Reported Adjustments Adjusted Operating expenses: Research and development $ 384 — $ 384 $ 1,349 $ — $ 1,349 General and administrative 474 — 474 1,255 — 1,255 Total operating expenses 858 — 858 2,604 — 2,604 Loss from operations (858 ) — (858 ) (2,604 ) — (2,604 ) Other income (expense): Gain on change in fair value of derivative liability 1,405 (1,204 ) 201 3,403 (3,202 ) 201 Gain on conversion of debt 39 — 39 39 — 39 Interest income (expense), net (5,017 ) (137 ) (5,154 ) (6,479 ) 1,325 (5,154 ) Loss before provision for income taxes (4,431 ) (1,341 ) (5,772 ) (5,641 ) (1,877 ) (7,518 ) Provision for income taxes — — — — — — Net loss (4,431 ) (1,341 ) (5,772 ) (5,641 ) (1,877 ) (7,518 ) Deemed dividend — (435 ) (435 ) — (1,703 ) (1,703 ) Net loss attributable to common shareholders $ (4,431 ) $ (1,776 ) $ (6,207 ) $ (5,641 ) $ (3,580 ) $ (9,221 ) Net loss per common share, basic and diluted $ (0.69 ) $ (0.96 ) $ (1.77 ) $ (2.90 ) Weighted average shares outstanding 6,440,802 6,440,802 3,183,289 3,183,289 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) Nine Months Ended September 30, 2017 Reported Adjustments Adjusted Cash flows from operating activities: Net loss $ (5,641 ) $ (1,877 ) $ (7,518 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 23 23 Stock-based compensation 179 179 Gain on change in fair value of derivative liability (3,403 ) 3,202 (201 ) Gain on conversion of debt (39 ) (39 ) Amortization of debt discount 13 13 Finance cost 6,463 (1,325 ) 5,138 Increase in operating assets: Prepaid expenses 100 100 Increase in operating liabilities: Accounts payable and accrued expenses 1,221 1,221 Cash used in operating activities (1,084 ) — (1,084 ) Cash flows from investing activities: Cash from acquisition 23 23 Acquisition of office equipment (3 ) (3 ) Cash provided by investing activities 20 — 20 Cash flows from financing activities: Proceeds from convertible notes 250 250 Proceeds from sale of stock and warrants 285 285 Cash provided by financing activities 535 — 535 Net decrease in cash (529 ) (529 ) Cash, beginning of period 547 547 Cash, end of period $ 18 $ — $ 18

SUPPLEMENTAL CASH FLOW INFORM_2

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)	9 Months Ended
	Sep. 30, 2018
Supplemental Cash Flow Information [Abstract]
Schedule of additional information of cash flow	Nine Months Ended 2018 2017 Non-cash financial activities: Common stock issued on conversion of notes payable and derivative liability $ 174 $ 44 Debentures converted to common stock 124 38 Derivative liability extinguished upon conversion of notes payable 133 44 Derivative liability issued 577 2,953 Net assets and liabilities recognized with the acquisition of Lewis and Clark Pharmaceuticals, Inc. — 2,493 Accounts payable paid through issuance of debentures 15 70 Debentures issued to retire preferred stock — 2,504

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	9 Months Ended
	Sep. 30, 2018
Accrued Liabilities, Current [Abstract]
Schedule of accrued expenses	September 30, December 31, Accrued compensation and benefits $ 1,326 $ 1,154 Accrued research and development 177 144 Accrued other 271 241 Total accrued expenses $ 1,774 $ 1,539

DERIVATIVE LIABILITY (Tables)

DERIVATIVE LIABILITY (Tables)	9 Months Ended
	Sep. 30, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of black scholes valuations of derivatives	2018 Volatility 237 % Expected term (years) 11 months Risk-free interest rate 2.57 % Dividend yield None

STOCK OPTIONS (Tables)

STOCK OPTIONS (Tables)	9 Months Ended
	Sep. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of stock-based compensation expense	Nine Months Ended 2018 2017 Research and development $ 62 $ 111 General and administrative 28 63 Total stock-based compensation expense $ 90 $ 174
Schedule of stock option activity	Number of Weighted- Weighted-average Aggregate Outstanding at December 31, 2017 356,280 $ 7.45 Granted — $ — Forfeited (30,947 ) $ 18.09 Outstanding at September 30, 2018 325,333 $ 6.44 4.0 $ — Exercisable at September 30, 2018 325,333 $ 6.44 4.0 $ —

WARRANTS (Tables)

WARRANTS (Tables)	9 Months Ended
	Sep. 30, 2018
Warrants
Schedule of transactions involving of warrants	Number of Weighted- Weighted-average Aggregate Outstanding at December 31, 2017 3,045,740 $ 5.39 Issued — — Expired (532,810 ) $ 15.87 Outstanding at September 30, 2018 2,512,930 $ 3.16 2.9 $ — Exercisable at September 30, 2018 2,512,930 $ 3.16 2.9 $ —
Schedule of outstanding warrants to purchase common stock	Number of Weighted- Expiration Issued to consultants 102,213 $ 7.09 February 2019 through August 2023 Issued pursuant to 2014 financings 96,412 $ 34.50 June 2019 Issued pursuant to 2015 financings 460,384 $ 8.40 July 2020 through December 2020 Issued pursuant to 2016 financings 1,466,670 $ 0.01 December 2021 Issued pursuant to 2017 financings 387,251 $ 0.02 March 2022 through April 2022 2,512,930

ACQUISITION (Tables)

ACQUISITION (Tables)	9 Months Ended
	Sep. 30, 2018
Business Combinations [Abstract]
Schedule of final accounting	Cash $ 23 Prepaid expenses 3 Equipment 353 Goodwill 2,159 Total assets acquired 2,538 Accounts payable and other liabilities (45 ) Total $ 2,493
Schedule of pro forma result of acquisition	Three Months Nine Months 2017 2017 Revenue $ — $ — Net loss attributable to common shareholders (6,329 ) (9,759 ) Net loss per share (0.72 ) (1.12 )

BACKGROUND (Details)

BACKGROUND (Details) $ in Thousands	1 Months Ended
	Jul. 31, 2018USD ($)
Background (Textual)
Proceeds from sale of debt securities	$ 500
Proceeds from sale of notes	$ 25

MANAGEMENT'S PLANS TO CONTINU_2

MANAGEMENT'S PLANS TO CONTINUE AS A GOING CONCERN (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Sep. 30, 2018	Jul. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Dec. 31, 2016
Management's Plans to Continue as a Going Concern (Textual)
Accumulated deficit		$ (61,943)		$ (59,734)	$ (56,152)
Cash and cash equivalents and restricted cash balances		$ 349		$ 10	$ 18	$ 547
Percentage of total assets		89.70%
Amount raised	$ 25,000		$ 500,000

SUMMARY OF CRITICAL ACCOUNTIN_4

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details) - shares	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Shares underlying, outstanding	376,916,512	44,482,028
Shares underlying warrants outstanding [Member]
Shares underlying, outstanding	2,512,930	4,511,914
Shares underlying convertible preferred stock outstanding [Member]
Shares underlying, outstanding	26,395,624	4,770,370
Shares underlying convertible notes outstanding [Member]
Shares underlying, outstanding	572,882,313	34,835,228
Shares underlying options outstanding [Member]
Shares underlying, outstanding	325,333	364,516

SUMMARY OF CRITICAL ACCOUNTIN_5

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 1) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Derivative liability	$ 4,724	$ 2,900
Level 1 [Member]
Derivative liability
Level 2 [Member]
Derivative liability
Level 3 [Member]
Derivative liability	$ 4,724

SUMMARY OF CRITICAL ACCOUNTIN_6

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 2) - USD ($)	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Accounting Policies [Abstract]
Balance at beginning of year	$ 2,934,000
Additions to derivative instruments	577,000	2,953,000
Reclassification on conversion	(133,000)	(44,000)
Loss (gain) on change in fair value of derivative liability	(1,346,000)	(201,000)
Balance at end of period	$ 4,724,000	$ 2,708,000

SUMMARY OF CRITICAL ACCOUNTIN_7

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 3) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 3	$ 10	$ 18	$ 547
Prepaid expenses		5	16
Total current assets	349	15	34
Office and lab equipment, net of accumulated depreciation of $10	3	4	350
Intangible assets, net of accumulated amortization of $158	37	50	54
Goodwill			2,159
Other assets			3
Total assets	389	69	2,600
Current liabilities:
Accounts payable	1,977	1,968	1,724
Accrued expenses	1,774	1,539	1,093
Convertible debentures, net of unamortized discount of $307	2,707	2,476	2,480
Derivative liability	4,724	2,934	2,708
Total current liabilities	11,182	8,917	8,005
Total liabilities	11,182	8,917	8,005
Commitments and contingencies
Stockholders' deficit:
Convertible preferred stock, par value $.0001 per share; 30,000,000 shares authorized, 495 shares issued and outstanding
Common stock, par value $.0001 per share; 150,000,000 shares authorized, 9,075,589 shares issued and outstanding	2	1	1
Additional paid-in capital	51,148	50,885	50,746
Accumulated deficit	(61,943)	(59,734)	(56,152)
Total stockholders' deficit	(10,793)	(8,848)	(5,405)	(888)
Total liabilities and stockholders' deficit	$ 389	$ 69	2,600
As reported [Member]
Current assets:
Cash and cash equivalents			18	$ 547
Prepaid expenses			16
Total current assets			34
Office and lab equipment, net of accumulated depreciation of $10			350
Intangible assets, net of accumulated amortization of $158			54
Goodwill			2,159
Other assets			3
Total assets			2,600
Current liabilities:
Accounts payable			1,724
Accrued expenses			1,093
Convertible debentures, net of unamortized discount of $307			2,480
Derivative liability			3,338
Total current liabilities			8,635
Total liabilities			8,635
Commitments and contingencies
Stockholders' deficit:
Convertible preferred stock, par value $.0001 per share; 30,000,000 shares authorized, 495 shares issued and outstanding
Common stock, par value $.0001 per share; 150,000,000 shares authorized, 9,075,589 shares issued and outstanding			1
Additional paid-in capital			48,425
Accumulated deficit			(54,461)
Total stockholders' deficit			(6,035)
Total liabilities and stockholders' deficit			2,600
Adjustments [Member]
Current assets:
Cash and cash equivalents
Prepaid expenses
Total current assets
Office and lab equipment, net of accumulated depreciation of $10
Intangible assets, net of accumulated amortization of $158
Goodwill
Other assets
Total assets
Current liabilities:
Accounts payable
Accrued expenses
Convertible debentures, net of unamortized discount of $307
Derivative liability			(630)
Total current liabilities			(630)
Total liabilities			(630)
Commitments and contingencies
Stockholders' deficit:
Convertible preferred stock, par value $.0001 per share; 30,000,000 shares authorized, 495 shares issued and outstanding
Common stock, par value $.0001 per share; 150,000,000 shares authorized, 9,075,589 shares issued and outstanding
Additional paid-in capital			2,321
Accumulated deficit			(1,691)
Total stockholders' deficit			630
Total liabilities and stockholders' deficit

SUMMARY OF CRITICAL ACCOUNTIN_8

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 4) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Operating expenses:
Research and development	$ 11	$ 384	$ 197	$ 1,349
General and administrative	94	474	331	1,255
Total operating expenses	105	858	528	2,604
Loss from operations	(105)	(858)	(528)	(2,604)
Other income (expense):
Gain on change in fair value of derivative liability	(2,329)	201	(1,346)	201
Gain on conversion of debt		39		39
Interest income (expense), net	(258)	(5,154)	(418)	(5,154)
Loss before provision for income taxes	(2,671)	(5,772)	(2,209)	(7,518)
Provision for income taxes
Net loss	(2,671)	(5,772)	(2,209)	(7,518)
Deemed dividend		(435)		(1,703)
Net loss attributable to common shareholders	$ (2,671)	$ (6,207)	$ (2,319)	$ (9,221)
Net loss per common share, basic and diluted (in dollars per share)	$ (0.15)	$ (0.96)	$ (0.15)	$ (2.9)
Weighted average shares outstanding (in shares)	18,163,331	6,440,802	15,180,156	3,183,289
As reported [Member]
Operating expenses:
Research and development		$ 384		$ 1,349
General and administrative		474		1,255
Total operating expenses		858		2,604
Loss from operations		(858)		(2,604)
Other income (expense):
Gain on change in fair value of derivative liability		1,405		3,403
Gain on conversion of debt		39		39
Interest income (expense), net		(5,017)		(6,479)
Loss before provision for income taxes		(4,431)		(5,641)
Provision for income taxes
Net loss		(4,431)		(5,641)
Deemed dividend
Net loss attributable to common shareholders		$ (4,431)		$ (5,641)
Net loss per common share, basic and diluted (in dollars per share)		$ (0.69)		$ (1.77)
Weighted average shares outstanding (in shares)		6,440,802		3,183,289
Adjustments [Member]
Operating expenses:
Research and development
General and administrative
Total operating expenses
Loss from operations
Other income (expense):
Gain on change in fair value of derivative liability		(1,204)		(3,202)
Gain on conversion of debt
Interest income (expense), net		(137)		1,325
Loss before provision for income taxes		(1,341)		(1,877)
Provision for income taxes
Net loss		(1,341)		(1,877)
Deemed dividend		(435)		(1,703)
Net loss attributable to common shareholders		$ (1,776)		$ (3,580)

SUMMARY OF CRITICAL ACCOUNTIN_9

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details 5) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities:
Net loss	$ (2,671)	$ (5,772)	$ (2,209)	$ (7,518)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			14	23
Stock-based compensation			90	179
Gain on change in fair value of derivative liability				(201)
Gain on conversion of debt		(39)		(39)
Amortization of debt discount				13
Finance cost			63	5,138
Increase in operating assets:
Prepaid expenses				100
Increase in operating liabilities:
Accounts payable and accrued expenses			259	1,221
Cash used in operating activities			(161)	(1,084)
Cash flows from investing activities:
Cash from acquisition				23
Acquisition of office equipment				(3)
Cash provided by investing activities				20
Cash flows from financing activities:
Proceeds from convertible notes				250
Proceeds from sale of stock and warrants				285
Cash provided by financing activities			500	535
Net decrease in cash			339	(529)
Cash, beginning of period			10	547
Cash, end of period	$ 3	18	$ 3	18
As reported [Member]
Cash flows from operating activities:
Net loss		(4,431)		(5,641)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization				23
Stock-based compensation				179
Gain on change in fair value of derivative liability				(3,403)
Gain on conversion of debt		(39)		(39)
Amortization of debt discount				13
Finance cost				6,463
Increase in operating assets:
Prepaid expenses				100
Increase in operating liabilities:
Accounts payable and accrued expenses				1,221
Cash used in operating activities				(1,084)
Cash flows from investing activities:
Cash from acquisition				23
Acquisition of office equipment				(3)
Cash provided by investing activities				20
Cash flows from financing activities:
Proceeds from convertible notes				250
Proceeds from sale of stock and warrants				285
Cash provided by financing activities				535
Net decrease in cash				(529)
Cash, beginning of period				547
Cash, end of period		18		18
Adjustments [Member]
Cash flows from operating activities:
Net loss		(1,341)		(1,877)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on change in fair value of derivative liability				3,202
Gain on conversion of debt
Finance cost				(1,325)
Increase in operating liabilities:
Cash used in operating activities
Cash flows from investing activities:
Cash provided by investing activities
Cash flows from financing activities:
Cash provided by financing activities
Cash, end of period

SUMMARY OF CRITICAL ACCOUNTI_10

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Summary of Critical Accounting Policies and Use of Estimates (Textual)
Research and development	$ 11	$ 384	$ 197	$ 1,349

SUPPLEMENTAL CASH FLOW INFORM_3

SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Non-cash financial activities:
Common stock issued on conversion of notes payable and derivative liability	$ 174	$ 44
Debentures converted to common stock	124	38
Derivative liability extinguished upon conversion of notes payable	133	44
Derivative liability issued	577	2,953
Net assets and liabilities recognized with the acquisition of Lewis and Clark Pharmaceuticals, Inc.		2,493
Accounts payable paid through issuance of debentures	15	70
Debentures issued to retire preferred stock		$ 2,504

ACCRUED EXPENSES (Details)

ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2017
Accrued Liabilities, Current [Abstract]
Accrued compensation and benefits	$ 1,326	$ 1,154
Accrued research and development	177	144
Accrued other	271	241
Total accrued expenses	$ 1,774	$ 1,539	$ 1,093

DERIVATIVE LIABILITY (Details)

DERIVATIVE LIABILITY (Details)	Mar. 31, 2018
Volatility [Member]
Derivative liability measurement input	2.37%
Expected term (years) [Member]
Derivative liability term	11 months
Risk-free interest rate [Member]
Derivative liability measurement input	2.57%
Dividend yield [Member]
Derivative liability measurement input	0.00%

DERIVATIVE LIABILITY (Details T

DERIVATIVE LIABILITY (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Derivative Liability (Textual)
Gain on change in fair value of the derivative liability	$ (2,300)	$ 200	$ (1,300)	$ 200
Derivative Liability	$ 4,724		$ 4,724		$ 2,900

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Feb. 28, 2017	Sep. 30, 2018
Commitments and Contingencies (Textual)
Gross proceeds from capital raising transactions		$ 25,000,000
Dr. Richerson [Member] | Separation Agreement [Member]
Commitments and Contingencies (Textual)
Warrants issued to purchase common stock	76,726
Exercise price (in dollars per share)	$ 0.75
Option excersice price (in dollars per share)	$ 0.75
Warrant expiration period	3 years 6 months

CAPITAL STOCK AND STOCKHOLDER_2

CAPITAL STOCK AND STOCKHOLDERS' EQUITY (Details) - USD ($)	Sep. 12, 2017	Jul. 31, 2017	Apr. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Capital Stock and Stockholders' Equity (Textual)
Principal amount of senior convertible debentures				$ 123,878		$ 123,878
Preferred stock, par value (in dollars per share)				$ 0.0001		$ 0.0001		$ 0.0001
Amount of conversion convertible debentures
Preferred stock, outstanding				495		495		495
Convertible Preferred Stock [Member]
Capital Stock and Stockholders' Equity (Textual)
Amount of conversion convertible debentures
Number of conversion convertible debentures (in shares)							(118)
Common Stock [Member]
Capital Stock and Stockholders' Equity (Textual)
Amount of conversion convertible debentures
Number of conversion convertible debentures (in shares)							223,585
Series B Preferred Stock [Member]
Capital Stock and Stockholders' Equity (Textual)
Reduction in conversion price (in dollars per share)						$ 0.02
Number of shares issued upon conversion				90.4	39	90.4	39
Preferred stock, outstanding				71		71		71
Series A Preferred Stock [Member]
Capital Stock and Stockholders' Equity (Textual)
Conversion price (in dollars per share)						$ 0.53
Number of shares issued upon conversion					79.5		79.5
Preferred stock, outstanding				133.8		133.8		133.8
Series C 0% Convertible Preferred Stock [Member]
Capital Stock and Stockholders' Equity (Textual)
Stock issued during period, shares			290.4
Conversion price (in dollars per share)			$ 0.75
Number of shares issued upon conversion			387,251
Preferred stock, par value (in dollars per share)			$ 1,000
Preferred Stock And Warrants [Member]
Capital Stock and Stockholders' Equity (Textual)
Deemed dividend				$ 0	$ 435,000	$ 110,000	$ 1,703,000
Series C Preferred Stock [Member]
Capital Stock and Stockholders' Equity (Textual)
Reduction in conversion price (in dollars per share)						$ 0.01
Number of shares issued upon conversion				200		200
Preferred stock, outstanding				290.4		290.4		290.4
Common Stock [Member]
Capital Stock and Stockholders' Equity (Textual)
Stock issued during period, shares						10,500,000	223,585
Value of number of shares issued						$ 173,850
Investors [Member] | Exchange Agreement [Member]
Capital Stock and Stockholders' Equity (Textual)
Principal amount of senior convertible debentures	$ 25,000
Series B 0% Convertible Preferred Stock [Member] | Investors [Member] | Series B Preferred Stock [Member] | Exchange Agreement [Member]
Capital Stock and Stockholders' Equity (Textual)
Value of number of shares issued	$ 900,000
Number of shares converted	890
Series A Convertible Preferred Stock [Member] | Investors [Member] | Series A Preferred Stock [Member] | Exchange Agreement [Member]
Capital Stock and Stockholders' Equity (Textual)
Number of shares converted	1,614.8125
Amount of debentures converted	$ 1,600,000
Convertible Debentures [Member]
Capital Stock and Stockholders' Equity (Textual)
Number of shares converted							331,000
Amount of debentures converted							$ 37,995
Lewis & Clark Pharmaceuticals, Inc. [Member]
Capital Stock and Stockholders' Equity (Textual)
Stock issued during period, shares		7,122,172
Percentage of shares acquired		100.00%
Lewis & Clark Pharmaceuticals, Inc. [Member] | Share Exchange Agreement [Member]
Capital Stock and Stockholders' Equity (Textual)
Percentage of shares acquired		100.00%

STOCK OPTIONS (Details)

STOCK OPTIONS (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Total stock-based compensation expense	$ 90	$ 174
Research and development [Member]
Total stock-based compensation expense	62	111
General and administrative [Member]
Total stock-based compensation expense	$ 28	$ 63

STOCK OPTIONS (Details 1)

STOCK OPTIONS (Details 1)	9 Months Ended
	Sep. 30, 2018USD ($)$ / sharesshares
Number of shares
Outstanding at beginning | shares	356,280
Granted | shares
Forfeited | shares	(30,947)
Outstanding at ending | shares	325,333
Exercisable at ending | shares	325,333
Weighted-average exercise price
Outstanding at beginning | $ / shares	$ 7.45
Granted | $ / shares
Forfeited | $ / shares	18.09
Outstanding at ending | $ / shares	6.44
Exercisable at ending | $ / shares	$ 6.44
Weighted-average remaining contractual term (in years)
Outstanding at ending	4 years
Exercisable at ending	4 years
Outstanding at ending | $
Exercisable at ending | $

WARRANTS (Details)

WARRANTS (Details)	9 Months Ended
	Sep. 30, 2018USD ($)$ / sharesshares
Number of shares
Exercisable at ending	4 years
Outstanding at ending | $
Exercisable at ending | $
Warrant [Member]
Number of shares
Outstanding at beginning | shares	3,045,740
Issued | shares
Expired | shares	(532,810)
Outstanding at ending | shares	2,512,930
Exercisable at ending | shares	2,512,930
Outstanding at beginning | $ / shares	$ 5.39
Issued | $ / shares
Expired | $ / shares	15.87
Outstanding at ending | $ / shares	3.16
Exercisable at ending | $ / shares	$ 3.16
Outstanding at ending	2 years 10 months 25 days
Exercisable at ending	2 years 10 months 25 days
Outstanding at ending | $
Exercisable at ending | $

WARRANTS (Details 1)

WARRANTS (Details 1) - Warrant [Member]	9 Months Ended
	Sep. 30, 2018$ / sharesshares
Number of shares	2,512,930
Consultant [Member]
Number of shares	102,213
Weighted Average Exercise price | $ / shares	$ 7.09
Expiration date begenning	2019-02
Expiration date ending	2023-08
Financing 2014 [Member]
Number of shares	96,412
Weighted Average Exercise price | $ / shares	$ 34.50
Expiration date ending	2019-06
Financing 2015 [Member]
Number of shares	460,384
Weighted Average Exercise price | $ / shares	$ 8.40
Expiration date begenning	2020-07
Expiration date ending	2020-12
Financing 2016 [Member]
Number of shares	1,466,670
Weighted Average Exercise price | $ / shares	$ 0.01
Expiration date ending	2021-12
Financings 2017 [Member]
Number of shares	387,251
Weighted Average Exercise price | $ / shares	$ 0.02
Expiration date begenning	2023-03
Expiration date ending	2022-04

WARRANTS (Details Textual)

WARRANTS (Details Textual) - $ / shares	Sep. 30, 2018	Feb. 28, 2017
Series B And Series C Preferred Stock [Member]
Warrants (Details Textual)
Exercise price (in dollars per share)	$ 0.01
Dr. Richerson [Member] | Separation Agreement [Member]
Warrants (Details Textual)
Exercise price (in dollars per share)		$ 0.75

CONVERTIBLE DEBENTURES (Details

CONVERTIBLE DEBENTURES (Details) - USD ($)	Jul. 03, 2018	Sep. 12, 2017	Apr. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Jan. 31, 2018
Convertible Debentures (Textual)
Principal amount of senior convertible debentures				$ 123,878
Proceeds from debt					$ 250,000
Conversion price						$ 0.0001
Securities purchase agreements, description	Pursuant to the Securities Purchase Agreement, we sold an aggregate of $515,000 of senior convertible debentures ("Debentures") consisting of $500,000 in cash and the cancellation of $15,000 of obligations of the Company (the "Offering"). Pursuant to the terms of the Securities Purchase Agreement, we will issue $515,000 in principal amount of Debentures.
Debentures, description	(i) are non-interest bearing, (ii) have a maturity date one (1) year from the date of issuance and (iii) are convertible into shares of our common stock at the election of the Investor at any time, subject to a beneficial ownership limitation of 4.99% which may be increased to 9.99% by the Investor upon 61 days' notice. The Debentures will have a conversion price equal to the lesser of (i) $0.33 and (ii) 85% of the lesser of (a) the volume weighted average price on the trading day immediately preceding a conversion date and (b) the volume weighted average price on a conversion date.
Investors holding, description	Investors holding at least 67% of the then outstanding principal amount of the Debentures, the Company may not (i) amend its charter documents in any manner that adversely affects the rights of any Investor, (ii) repay or repurchase or acquire shares of its Common Stock, (iii) repay, repurchase, or acquire certain indebtedness, or (iv) pay cash dividends or distributions on any equity securities of the Company. The Company is also required under the Securities Purchase Agreement to hold a shareholder meeting by January 3, 2019 in order to increase the number of authorized shares of Common Stock of the Company such that there are sufficient shares of Common Stock available for issuance underlying the Debentures upon their conversion in full. The Company is also obligated under the Securities Purchase Agreement to pay Investors, as partial liquidated damages, a fee of 2.0% of each Investor?s initial principal amount of such Investor's Debenture in cash upon our failure to have current public information available beginning six (6) months after the issuance date of the Debentures.
Ownership percentage	50.10%
Convertible debentures [Member]
Convertible Debentures (Textual)
Conversion price		$ 0.33
Exchange Agreement [Member] | Investors [Member]
Convertible Debentures (Textual)
Principal amount of senior convertible debentures		$ 25,000
Exchange Agreement [Member] | Convertible debentures [Member]
Convertible Debentures (Textual)
Payment or cancellation debt		70
Proceeds from debt		320
Received cash from debt		$ 250
Maturity date		Sep. 12, 2018
Discreiption of convertible debentures				The Debentures to be issued to the Investors (i) are non-interest bearing, (ii) have a maturity date of September 12, 2018 and (iii) are convertible into shares of common stock (“Common Stock”) of the Company at the election of the Investor at any time, subject to a beneficial ownership limitation of 4.99% which may be increased to 9.99% by the Investor upon 61 days’ notice. The Debentures will have a conversion price equal to the lesser of (i) $0.33 and (ii) 85% of the lesser of (a) the volume weighted average price on the trading day immediately preceding a conversion date and (b) the volume weighted average price on a conversion date.
Percentage of outstanding debentures				67.00%
Percentage of partial liquidated damages fee for each investor				2.00%
Registration Rights Agreement [Member] | Convertible debentures [Member]
Convertible Debentures (Textual)
Percentage of partial liquidated damages fee for each investor				1.50%
Percentage of securities issued investors				50.10%
Common Stock [Member]
Convertible Debentures (Textual)
Common stock,issued				10,500,000	223,585
Common stock,value				$ 173,850
Series A Preferred Stock [Member] | Exchange Agreement [Member] | SeriesAConvertiblePreferredStockMember | Investors [Member]
Convertible Debentures (Textual)
Number of shares converted		1,614.8125
Amount of shares converted		$ 1,600,000
Series B Preferred Stock [Member] | Exchange Agreement [Member] | Series B 0% Convertible Preferred Stock [Member] | Investors [Member]
Convertible Debentures (Textual)
Common stock,value		$ 900,000
Number of shares converted		890
Series C 0% Convertible Preferred Stock [Member]
Convertible Debentures (Textual)
Common stock,issued			290.4

ACQUISITION (Details)

ACQUISITION (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Jul. 31, 2017
Goodwill	$ 2,159
Lewis & Clark Pharmaceuticals, Inc. [Member] | Share Exchange Agreement [Member]
Cash		$ 23
Prepaid expenses		3
Equipment		353
Goodwill		2,159
Total assets acquired		2,538
Accounts payable and other liabilities		(45)
Total		$ 2,493

ACQUISITION (Details 1)

ACQUISITION (Details 1) - Lewis & Clark Pharmaceuticals, Inc. [Member] - Share Exchange Agreement [Member] - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2017
Revenue
Net loss attributable to common shareholders	$ (6,329)	$ (9,759)
Net loss per share	$ (0.72)	$ (1.12)

ACQUISITION (Details Textual)

ACQUISITION (Details Textual) - USD ($) $ in Thousands	Jul. 31, 2017	Dec. 31, 2017	Sep. 30, 2017
Acquisition (Textual)
Goodwill			$ 2,159
Lewis & Clark Pharmaceuticals, Inc. [Member]
Acquisition (Textual)
Percentage of ownership acquired	100.00%
Value of revenue and loss			0
Value of revenue and loss			$ (149)
Goodwill impairment charge		$ 2,200
Lewis & Clark Pharmaceuticals, Inc. [Member] | Escrow Agreement [Member]
Acquisition (Textual)
Number of shares held in escrow account	$ 973,251
Lewis & Clark Pharmaceuticals, Inc. [Member] | Share Exchange Agreement [Member]
Acquisition (Textual)
Percentage of ownership acquired	100.00%
Number of shars issued upon acquistion (Purchase consideration)	7,122,172
Number of shares issued upon acquistion, value (Purchase consideration)	$ 2,492,760
Number of shares received by shareholders (5% of the payment shares)	356,109
Goodwill	$ 2,159
Lewis & Clark Pharmaceuticals, Inc. [Member] | Office And Lab Equipment [Member]
Acquisition (Textual)
Asset impairment charge		$ 300

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - USD ($)	Dec. 13, 2018	Jan. 31, 2019	Dec. 31, 2018	Jan. 22, 2019	Sep. 30, 2017	Sep. 30, 2018	Jan. 31, 2018	Dec. 31, 2017
Face amount						$ 123,878
Number of common shares issued						21,388,929		10,888,929
Preferred stock, stated value						$ 0.0001		$ 0.0001
Conversion price							$ 0.0001
Proceeds from convertible preferred stock					$ 250,000
Subsequent Event [Member]
Reverse stock split			Each share of Series D Preferred Stock held by a Holder, as such, shall be entitled to the whole number of votes equal to 30,001 shares of Common Stock.
Shares issued		5,000
Proceeds from convertible preferred stock		$ 5,000
Subsequent Event [Member] | Series D 0% Convertible Preferred Stock [Member]
Preferred stock, designated shares			5,000
Preferred stock, par value			$ 0.0001
Preferred stock, stated value			1
Conversion price			$ 0.005
Subsequent Event [Member] | 10% Convertible Promissory Notes [Member]
Face amount	$ 25,000
Debt face amount in cash	$ 25,000
Interest rate	10.00%
Maturity date, description	The Notes will mature on the earlier of (i) June 30, 2019 or (ii) such time as we raise capital in exchange for the sale of securities (“Maturity Date”).
Terms of conversion feature	Pursuant to the terms of the Notes, the Notes may be converted into shares of common stock upon an Event of Default (as such term is defined in the Notes) or upon the Maturity Date at the election of the holder at a price per share equal to 75% of the lowest trade price of our common stock on the trading day immediately prior to the date such exchange is exercised by the holder.
Number of common shares issued				128,611,071
Amount of debentures converted				$ 441,599